10-K/A: NEXT-ChemX Corp. Files Amended Annual Report Amidst Financial Hurdles

Sentiment:

Annual Report (Amended)


NEXT-ChemX Corporation has filed an amended annual report for fiscal year 2024, detailing ongoing financial struggles, a significant net loss, and the impact of auditor changes, while highlighting the development of its iTDE technology.

Delay expectedThe company's progress towards commercialization has been significantly impacted by a lack of funding.The company anticipates making the second payment for the research grant to BITS Pilani by April 30, 2026.The company plans to resume testing of synthetic brines in the fourth quarter of 2026.The construction and testing of a new pilot plant using proprietary technology is anticipated in late fourth quarter 2026 into the first quarter of 2027.The company expects to complete testing on actual brine samples from Bolivia during fiscal year 2026, contingent on government permission.The company does not plan on hiring additional employees until the first quarter of 2027.The company's return to Ukraine depends on favorable political and economic conditions, and future work could be interrupted if circumstances worsen.
Capital raiseDuring fiscal year 2024, the Company received a total of $1,605,004 from two shareholders in loans and convertible debt.The company issued 20 Series F convertible promissory notes with an aggregate amount of $1,585,004 during fiscal 2024.The company has a total authorized amount of $3 million for Series F convertible promissory notes.Management estimates that the minimum fund necessary to finance operations through fiscal year end 2025 is $1.1 million.The company believes an effective equity offering may be priced at levels below the current share trading price.The company is relying on its two main investors through a series of loans to keep operations going, with a budget for the next 12 months of $900,000.Subsequent to December 31, 2024, the company issued twelve new convertible notes (Series F) with an aggregate principal face value of $860,000.Subsequent to December 31, 2024, the company extended the maturity dates of convertible notes totaling $715,000 and seven promissory notes totaling $770,000.
Worse than expectedThe company reported a net loss of $2,282,812 for the year ended December 31, 2024, compared to a net loss of $2,511,013 in the prior year, indicating a worsening financial position.Cash used in operating activities increased to $921,334 in 2024 from $544,890 in 2023.The company's working capital deficit increased significantly to $(4,334,788) as of December 31, 2024, from $(3,792,098) as of December 31, 2023.The accumulated stockholders deficit also increased to $(8,794,922) as of December 31, 2024, from $(6,512,110) as of December 31, 2023.The company's total liabilities increased to $6,140,703 as of December 31, 2024, from $3,932,425 as of December 31, 2023.

Summary

  • NEXT-ChemX Corporation filed an amended Form 10-K/A for the fiscal year ended December 31, 2024.
  • The company reported a net loss of $2,282,812 for 2024, a decrease from $2,511,013 in 2023.
  • Operating expenses remained largely stable at $2,131,101 in 2024 compared to $2,126,383 in 2023.
  • The company has no revenues and faces substantial doubt about its ability to continue as a going concern due to a working capital deficit of $4,334,788 and an accumulated stockholders deficit of $8,794,922.
  • A significant adjustment was made to reclassify the iTDE technology as a finite intangible asset with an estimated useful life equivalent to its patent protection, resulting in an adjustment of $458k to the asset value.
  • An uncollectable account receivable from loans to UltiMetX totaling $523,102 was written off.
  • The company is involved in ongoing litigation concerning a disputed share transfer.
  • The company's auditor, BF Borgers CPA PC, was denied the privilege of practicing before the SEC, necessitating a reaudit by Fruci & Associates II PLLC.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as having a negative sentiment due to significant financial challenges, ongoing litigation, and a lack of revenue, despite the potential of its core technology.

Positives

  • The company continues to develop its iTDE Technology, which is considered unique and potentially more energy-efficient and environmentally friendly than existing extraction systems.
  • A partnership with Clontarf Energy plc for the Bolivian market has advanced to Phase 3 of a government selection process.
  • The company has secured new loans and extended existing ones from shareholders and third parties, providing some level of operational continuity.
  • The company has a strategy to protect its intellectual property through patent applications in several key countries.
  • The company has a plan to commercialize its iTDE Technology through modular extraction units (iTDE Units) deployed on-site with customers, potentially via tolling arrangements or net extraction royalties.

Negatives

  • The company has incurred significant losses since inception and has no revenues, leading to substantial doubt about its ability to continue as a going concern.
  • A working capital deficit of $4,334,788 and an accumulated stockholders deficit of $8,794,922 highlight severe financial distress.
  • The company has a significant debt burden totaling $6,140,703 as of December 31, 2024, including substantial amounts owed to shareholders, employees, and consultants.
  • The company's auditor was denied the right to practice before the SEC, requiring a reaudit and impacting filings.
  • The company experienced a write-off of $523,102 for an uncollectable account receivable from loans to UltiMetX.
  • The company's technology, iTDE, was reclassified as a finite intangible asset, leading to an amortization charge and a reduction in asset value.
  • The company faces ongoing litigation regarding a disputed share transfer, which it considers a hostile takeover attempt.
  • The company's stock is trading on the OTC Expert Market and does not currently qualify for the OTCID market.

Risks

  • The company has no revenues and expects to continue experiencing losses, requiring significant additional financing to fund its projects and operations.
  • The company's ability to raise funding is inhibited by its current debt levels, particularly the debt owed to founding shareholders.
  • There is a limited number of experts in the novel and specialized field of iTDE Technology, posing a risk to the company's ability to hire, retain, and integrate qualified personnel.
  • The company is vulnerable to cybersecurity threats, with potential for competitors, foreign governments, or malicious parties to gain access to confidential information.
  • Disruptions to material sources and supply chains due to events like wars, pandemics, or natural disasters could negatively impact the company's ability to manufacture its products.
  • Changes in regulations in potential application fields, such as lithium extraction or oil refining, could create additional barriers to market entry.
  • The company's operations in India expose it to risks from the local business environment, geopolitical factors, bureaucratic red tape, and an inefficient justice system.
  • Future pandemics or similar global health crises could significantly disrupt operations, especially given the company's early stage of commercialization.

Future Outlook

The company anticipates continuing to keep expenses low until funds become available for development. Management estimates a minimum of $1.1 million is needed to finance operations through fiscal year end 2025, covering pilot testing completion and initial commercial launch. The company believes an equity offering may be priced below the current trading price to raise significant amounts. Future operations are expected to increase in 2027 with a projected budget of $900,000 for the next 12 months.

Management Comments

  • Management considers the company to be in the pilot technology testing phase and hopes to move towards testing brine samples from actual salars in 2026.
  • Management believes that most of the brine water resources can be returned to underground reserves or used for other activities, minimizing the long-term disruptive footprint.
  • Management considers the current debt levels to be a major obstacle to securing new funding.
  • Management believes that shareholders are open to restructuring debt if third-party funding becomes available on the right terms.
  • Management believes that the CPiTDE System is a clean technology and expects it to be more environmentally friendly than existing market alternatives.

Industry Context

StockSavvy.ai notes that NEXT-ChemX's iTDE technology aims to address environmental concerns and efficiency limitations in ion extraction, particularly for lithium. The company's focus on direct lithium extraction (DLE) aligns with a growing industry trend driven by the demand for electric vehicle batteries and the environmental impact of traditional methods. However, the company faces significant competition from established players and other DLE technology developers.

Comparison to Industry Standards

  • The company claims its iTDE technology is unique and inherently more energy-efficient and environmentally friendly than other currently known or proposed extraction systems.
  • The company's CPiTDE system is designed to avoid high pressures, elevated temperatures, electrolysis, absorption, or reverse osmosis processes, which are common in some competing technologies.
  • The company's approach to lithium extraction aims to minimize water resource depletion and avoid toxic waste, contrasting with traditional evaporation pond methods prevalent in regions like the Lithium Triangle.
  • The company's technology is positioned to compete with other DLE methods such as ion exchange resins, solvent extraction, absorption chemical technologies, and membrane-based technologies, as well as combinations thereof.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Corporate SecretaryMr. MajendieConsultantJanuary 2024Resignation as employee, continued as consultant.
Chief Executive Officer and DirectorBenton H WilcoxonJohn Michael JohnsonJanuary 20, 2026Resignation at the request of the Companys two main investors.
DirectorThomas P. KilloranMay 8, 2026Newly Appointed Independent Director.
DirectorIan CareyMay 8, 2026Newly Appointed Independent Director.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Audit CommitteeThe company does not currently have a separate audit committee. The entire board of directors oversees audit functions.OngoingPotential lack of independent oversight in financial reporting and internal controls.
Code of EthicsA code of ethics has been adopted, but it does not specify consequences for breaches. The board of directors would review and take action.OngoingLack of defined consequences for ethical breaches may reduce deterrent effect.
Internal ControlsMaterial weaknesses identified in internal controls over financial reporting, including lack of a functioning audit committee, inadequate segregation of duties, and ineffective period-end financial disclosure processes.December 31, 2024Increased risk of material misstatements in financial statements due to insufficient oversight and control.

Legal Proceedings

  • Sparkie Properties LLC v. NextMetals Limited and Benton Wilcoxon, CV 58242: A disputed turnover order requiring the company to turn over 15,866,096 common shares.
  • NEXT-ChemX Corporation (NV) vs. Sparkie Properties LLC, Case No. A-25-931195-C: Litigation filed October 22, 2025, alleging tortious interference, unlawful taking of property, and securities law violations.
  • Innovation News Network has threatened litigation and appointed a collection agent over disputed fees for a publication article.

Related Party Transactions

  • Advances from related parties are expected to continue until the company can support its operations or attain adequate financing.
  • As of December 31, 2024, $107,445 was payable to Dominic Majendie, former Secretary, for back salary.
  • As of December 31, 2024, directors, officers, and consultants were owed a total of $2,219,952 for salaries, remuneration, and expenses.
  • John Michael Johnson was issued 10,000 Class A Preferred shares and 10,000 Class F Preferred shares, which were subsequently cancelled due to non-payment.
  • The Board of Directors was also issued 10,000 Class A Preferred shares and 10,000 Class F Preferred shares, which were subsequently cancelled due to non-payment.

Stakeholder Impact

  • Shareholders: The company's financial distress and ongoing losses raise concerns about the value of their investment. The potential for debt restructuring and equity offerings could dilute existing shareholdings.
  • Employees and Consultants: Significant amounts of salaries and expenses are deferred, with agreements for repayment contingent on future financing or performance milestones. Some employees have agreed to reduced remuneration.
  • Creditors: The company has substantial debt obligations, and its ability to meet these obligations is uncertain given its lack of revenue and ongoing losses.
  • Potential Investors: The company's high debt levels, ongoing litigation, and material weaknesses in internal controls may deter new investment.

Next Steps

  • Complete the controlled pilot plant system in India.
  • Move towards testing brine samples from actual salars in 2026.
  • Deploy the CPiTDE System in conjunction with one or more partners within fiscal 2027.
  • Continue pursuing intellectual property protection for its core technology.
  • Seek to attract investment to fund operations and address debt obligations.
  • Reapply for 15c2-11 compliance and explore options for OTCID or OTCQB market listing.
  • Continue development of new membranes and manufacturing equipment through the research grant with BITS Pilani.
  • Finalize the design and construction of a second pilot plant using proprietary technology.

Key Dates

DateDescription
2014-08-13Company organized as a Nevada corporation (WeWin Group Corp).
2021-04-26Change of control; Arastou Mahjoory and Kenneth Mollicone acquired shares.
2021-04-27Asset Purchase Agreement with NEXT-ChemX (Private) for iTDE Technology.
2021-07-30Company began trading under the new symbol CHMX.
2023-03-27Partnership Agreement signed with Clontarf Energy plc.
2024-02-21Formation of a 50:50 joint venture LLC with Clontarf Energy plc.
2024-05-03Company became aware of auditor BF Borgers CPA PC's denial of practice before the SEC.
2024-12-31Fiscal year end for 2024.

Recommendation

sell

The company exhibits severe financial distress with no revenue, significant accumulated deficits, and substantial debt. While the technology has potential, the ongoing litigation, auditor issues, and lack of clear path to profitability and funding make it a high-risk investment. The current situation suggests a high probability of further value erosion.

Keywords

ion extraction technology, lithium extraction, DLE technology, CPiTDE System, iTDE Technology, brine processing, sustainable extraction, pilot plant

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.